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Letter To Companies House – Alteration of Articles


The Companies Act 2006 introduced several changes certain of which relate to the Articles of Association, for examples, for Private Companies existing prior to 1 October 2008, the directors can only authorise conflicts if the Articles contain a specific authority for them to do so. Thus, a Private Limited Company either needs to amend its Articles to allow for director authorisation, or it can ask its shareholders to pass an ordinary resolution to the same end.

Private Companies and PLCs should therefore consider passing a Special Resolution to confer shareholder consent for the authorisation of conflicts and to amend the company’s Articles by inserting conflicts management provisions into their Articles.

The Articles of Association may be changed by the shareholders passing a Special Resolution in a general meeting. Any such change must be notified to the Companies Registry.

Special Resolutions require the votes of 75% of members present in person or by proxy, who are entitled to vote and do vote. The meeting at which the resolution is proposed must have had at least 14 days notice, unless a shorter period was agreed by majority in number of members holding at least 95% of the shares.

Certain matters can only be decided by special resolution and the articles cannot provide to the contrary.

This Letter to Companies House – Alteration Articles is to be used as a cover letter for all of the relevant documents when they are filed with Companies House for registration

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